UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number: 001-40020

RELIANCE GLOBAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Florida

46-3390293

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

300 Blvd. of the Americas, Suite 105 Lakewood, NJ 08701

(Address of principal executive offices) (Zip Code)

732-380-4600

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	RELI	The Nasdaq Capital Market
Series A Warrants	RELIW	The Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company, in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐ No ☒

At November 6, 2025, the registrant had 9,865,600 shares of common stock, par value $0.086 per share, outstanding.

TABLE OF CONTENTS

PART I
Item 1. Financial Statements (Unaudited)
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	20
Item 3. Quantitative and Qualitative Disclosures About Market Risk.	30
Item 4. Controls and Procedures.	30
PART II
Item 1. Legal Proceedings.	31
Item 1A. Risk Factors.	31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	32
Item 3. Defaults Upon Senior Securities.	32
Item 4. Mine Safety Disclosures.	32
Item 5. Other Information.	33
Item 6. Exhibits	33

Reliance Global Group, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

	September 30, 2025			December 31, 2024
Assets
Current assets:
Cash	$	2,581,219		$	372,695
Restricted cash		922,198			1,424,999
Accounts receivable		729,763			1,460,314
Accounts receivable, related parties		4,633			7,813
Accounts receivable		4,633			7,813
Other receivables		88,490			42,184
Prepaid expense and other current assets		690,767			681,450
Total current assets		5,017,070			3,989,455

Property and equipment, net		111,292			133,908
Right-of-use assets		1,098,817			1,052,926
Intangibles, net		3,739,498			5,423,897
Goodwill		5,561,643			6,693,099
Digital assets, fair value		106,402			-
Other non-current assets		20,292			21,792
Total assets	$	15,655,014		$	17,315,077

Current liabilities:
Accounts payable and other accrued liabilities	$	1,379,081		$	1,186,968
Short-term financing agreements		106,406			58,829
Current portion of loans payables, related parties		571,658			453,177
Dividends Payable		373,986			-
Other payables		98,439			38,814
Current portion of long-term debt		595,483			1,591,919
Operating lease liability, current portion		296,641			244,057
Total current liabilities		3,421,694			3,573,764

Loans payable, related parties, less current portion		-			428,052
Long term debt, less current portion		4,645,754			9,468,400
Operating lease liability, less current portion		843,168			847,293
Warrant liabilities		326			326
Total liabilities		8,910,942			14,317,835

Stockholders’ equity
Preferred stock, $0.086 par value; 750,000,000 shares authorized and 0 issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		-			-
Common stock, $0.086 par value; 2,000,000,000 shares authorized and 9,375,127 and 2,250,210 issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		806,261			193,484
Additional paid-in capital		59,615,726			50,877,307
Accumulated deficit		(53,677,915	)		(48,073,549	)
Total stockholders’ equity		6,744,072			2,997,242
Total liabilities and stockholders’ equity	$	15,655,014		$	17,315,077

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Reliance Global Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

	September 30, 2025			September 30, 2024			September 30, 2025			September 30, 2024
	Three Months ended						Nine Months Ended
	September 30, 2025			September 30, 2024			September 30, 2025			September 30, 2024
Revenue
Commission income	$	2,495,975		$	3,441,458		$	9,818,872		$	10,757,238
Total revenue		2,495,975			3,441,458			9,818,872			10,757,238

Operating expenses
Commission expense		995,945			902,246			3,454,147			3,065,152
Salaries and wages		3,912,326			1,707,737			8,705,682			5,494,551
General and administrative expenses		1,120,776			821,510			4,129,842			3,188,033
Marketing and advertising expenses		66,917			100,183			201,399			304,209
Change in estimated acquisition earn-out payables		-						-			47,761
Depreciation and amortization		313,694			421,759			1,020,440			1,425,700
Asset impairments		-			-			-			3,922,110
Total operating expenses		6,409,658			3,953,435			17,511,510			17,447,516

Loss from operations		(3,913,683	)		(511,977	)		(7,692,638	)		(6,690,278	)

Other income (expense)
Interest expense		(246,722	)		(356,320	)		(844,846	)		(1,091,966	)
Interest (expense) related parties		(4,704	)		(34,802	)		(50,811	)		(112,936	)
Interest expense		(4,704	)		(34,802	)		(50,811	)		(112,936	)
Other income (expense), net		(16,470	)		65,785			(41,068	)		65,807
Gain on sale of business		3,033,554			-			3,033,554			-
Recognition and change in fair value of warrant liabilities		-			-			-			156,000
Change in unrealized gains (losses) on digital assets, net		(8,558	)		-			(8,558	)		-
Total other (expense) income		2,757,100			(325,337	)		2,088,271			(983,095	)

Loss from continuing operations before tax		(1,156,583	)		(837,314	)		(5,604,367	)		(7,673,373	)
Net loss	$	(1,156,583	)	$	(837,314	)	$	(5,604,367	)	$	(7,673,373	)

Basic (loss) earnings per share
Basic loss per share	$	(0.20	)	$	(0.67	)	$	(1.44	)	$	(10.56	)

Diluted (loss) earnings per share
Diluted loss per share	$	(0.20	)	$	(0.67	)	$	(1.44	)	$	(10.56	)

Weighted average number of shares outstanding – Basic		5,826,995			1,252,799			3,891,166			726,347

Weighted average number of shares outstanding – Diluted		5,826,995			1,252,799			3,891,166			726,347

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Reliance Global Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)


	Post reverse
	Common Stock				Additional Paid-in			Accumulated
	Shares		Amount		Capital			Deficit			Total

Balance December 31, 2024		2,250,210	$	193,484	$	50,877,307		$	(48,073,549	)	$	2,997,242

Common share-based compensation		462,659		39,789		935,196			-			974,985

Common shares issued for services		105,000		9,064		132,686			-			141,750

Common shares issued for acquisition purchase price prepayment		157,000		13,502		225,923			-			239,425

Net loss		-		-		-			(1,736,882	)		(1,736,882	)

Balance, March 31, 2025		2,974,869	$	255,839	$	52,171,112		$	(49,810,431	)	$	2,616,520

Common share-based compensation		40		3		877,365						877,368

Common shares issued for services		123,967		10,661		139,339						150,000

Common shares issued for private placement		-				2,148,631						2,148,631

Net loss									(2,710,901	)		(2,710,901	)

Balance, June 30, 2025		3,098,876	$	266,503	$	55,336,447		$	(52,521,332	)	$	3,081,618

Common share-based compensation		2,388,563		205,416		2,528,030						2,733,446

Common shares issued for services		110,668		9,518		90,482						100,000

Common shares issued for private placement		1,488,096		127,976		(140,081	)					(12,105	)

Common shares issued for ATM share sales		1,785,738		153,574		1,868,108						2,021,682

Common shares issued from an Equity Line of Credit		503,186		43,274		306,726						350,000

Dividend payable		-		-		(373,986	)					(373,986	)

Net loss				-					(1,156,583	)		(1,156,583	)

Balance, September 30, 2025		9,375,127	$	806,261	$	59,615,726		$	(53,677,915	)	$	6,744,072

	Common Stock				Additional Paid-in			Accumulated
	Shares		Amount		capital			Deficit			Total

Balance, December 31, 2023 (Audited)		280,117	$	24,089	$	46,125,206		$	(39,001,965	)	$	7,147,330

Common share payments for earn-outs		-		-		17,628			-			17,628

Common shares issued for ATM share sales		11,036		949		123,699			-			124,648

Common shares issued for abeyance share conversions		42,545		3,659		(3,659	)		-			-

Common share-based compensation

SEC Form 10-Q filed by Reliance Global Group Inc.